UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __1______)*
(Amendment No. __1______)*
| iKang Healthcare Group, Inc. |
| (Name of Issuer) |
| Class A common shares, par value US$0.01 per share, |
| including in the form of American Depositary Shares |
| (each representing 1/2 of a Class A common share) |
| (Title of Class of Securities) |
| 45174L108 |
| (CUSIP Number) |
| December 31, 2015 |
| (Date of Event which Requires Filing of this Statement) |
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
☑ Rule 13d-1(d)
Rule 13d-1(b)
Rule 13d-1(c)
☑ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 45174L108 | 13G | Page 2 of 8 Pages |
| 1. | NAMES OF REPORTING PERSONS Ora Investment Pte. Ltd. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) (None) | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ | |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Singapore |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
| 6. | SHARED VOTING POWER 3,333,366* | ||
| 7. | SOLE DISPOSITIVE POWER | ||
| 8. | SHARED DISPOSITIVE POWER 3,333,366* |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,333,366* | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.13%** | |
| 12. | TYPE OF REPORTING PERSON (see instructions) CO |
* See Item 4 of this Schedule.
** Based on 32,892,125 Class A common shares, par value US$0.01 per share (“Class A common shares”), as reported outstanding as of October 31, 2015 in the Issuer’s Form 6K filed with the Securities and Exchange Commission on December 3, 2015.
| CUSIP No. 45174L108 | 13G | Page 3 of 8 Pages |
| 1. | NAMES OF REPORTING PERSONS GIC Special Investments Pte. Ltd. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) (None) | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ | |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Singapore |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 0 | |
| 6. | SHARED VOTING POWER 3,333,366* | ||
| 7. | SOLE DISPOSITIVE POWER | ||
| 8. | SHARED DISPOSITIVE POWER 3,333,366* |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,333,366* | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.13%** | |
| 12. | TYPE OF REPORTING PERSON (see instructions) CO |
* See Item 4 of this Schedule.
** Based on 32,892,125 Class A common shares as reported outstanding as of October 31, 2015 in the Issuer’s Form 6K filed with the Securities and Exchange Commission on December 3, 2015.
| CUSIP No. 45174L108 | 13G | Page 4 of 8 Pages |
| 1. | NAMES OF REPORTING PERSONS GIC Private Limited I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) (None) | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) ☐ (b) ☒ | |
| 3. | SEC USE ONLY | |
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION Singapore |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 98,157 * | |
| 6. | SHARED VOTING POWER 3,333,366 * | ||
| 7. | SOLE DISPOSITIVE POWER 98,157 * | ||
| 8. | SHARED DISPOSITIVE POWER 3,333,366 * |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,431,523 * | |
| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ☐ | |
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 10.43%** | |
| 12. | TYPE OF REPORTING PERSON (see instructions) CO |
* See Item 4 of this Schedule.
** Based on 32,892,125 Class A common shares as reported outstanding as of October 31, 2015 in the Issuer’s Form 6K filed with the Securities and Exchange Commission on December 3, 2015.
| CUSIP No. 45174L108 | 13G | Page 5 of 8 Pages |
Item 1.
| (a) | Name of Issuer iKang Healthcare Group, Inc. | |
| (b) | Address of Issuer’s Principal Executive Offices B-6F, Shimao Tower 92A Jianguo Road Chaoyang District, Beijing 100022 People’s Republic of China |
Item 2.
| (a) | Name of Person Filing (i) Ora Investment Pte. Ltd. (ii) GIC Special Investments Pte. Ltd. (iii) GIC Private Limited (each individually a “Reporting Person” and collectively the “Reporting Persons”). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 1 and is incorporated herein by reference. Pursuant to the Joint Filing Agreement, the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. The execution and filing of the Joint Filing Agreement shall not be construed as an admission that the Reporting Persons are a group or have agreed to act as a group. | |
| (b) | Address of the Principal Office or, if none, residence (i)-(iii) 168 Robinson Road #37-01 Capital Tower Singapore 068912 | |
| (c) | Citizenship (i)-(iii) Singapore | |
| (d) | Title of Class of Securities Class A common shares, par value US$0.01 per share, including in the form of American Depositary Shares (“ADS”) (each representing 1/2 of a Class A common share) | |
| (e) | CUSIP Number 45174L108 | |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
Not applicable.
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by each Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following table:
| Number of Shares | ||||||||||||
No of Securities Beneficially Owned | Power to Vote | Power to Dispose | ||||||||||
Reporting Person | Sole | Shared | Sole | Shared | Percent of Class | |||||||
| Ora Investment Pte. Ltd. | 3,333,366 | 0 | 3,333,366 | 0 | 3,333,366 | 10.13% | ||||||
| GIC Special Investments Private Limited | 3,333,366 | 0 | 3,333,366 | 0 | 3,333,366 | 10.13% | ||||||
| GIC Private Limited | 3,431,523 | 98,157 | 3,333,366 | 98,157 | 3,333,366 | 10.43% | ||||||
| Total (all Reporting Persons) | 3,431,523 | |||||||||||
As of December 31, 2015:
1. Ora Investment Pte. Ltd. owned 3,333,366 Class A common shares. Ora Investment Pte. Ltd. shares the power to vote and the power to dispose of the shares with GIC Special Investments Pte. Ltd. and GIC Private Limited, both of which are private limited companies incorporated in Singapore. GIC Special Investments Pte. Ltd. is wholly owned by GIC Private Limited and is the private equity investment arm of GIC Private Limited. GIC Private Limited is a fund manager and manages the reserves of the Government of Singapore (“GoS”). As such, the Class A common shares that may be deemed to be beneficially owned by each of Ora Investment Pte. Ltd., GIC Special Investments Pte. Ltd. and GIC Private Limited constitute approximately 10.13% of the Class A common shares (including Class A common shares represented by ADSs).
2. GIC Private Limited separately owned 98,157 Class A common shares which under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 98,157 securities owned by it, and in aggregate, may be deemed to beneficially own 10.43% of the Class A common shares (including Class A common shares represented by ADSs).
All percentage calculations in this Schedule are based on 32,892,125 Class A common shares as reported outstanding as of October 31, 2015 in the Issuer’s Form 6K filed with the Securities and Exchange Commission on December 3, 2015.
The reporting persons disclaim membership in a group.
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Not Applicable.
Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certification.
Not Applicable.
| CUSIP No. 45174L108 | 13G | Page 8 of 8 Pages |
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree to file this statement jointly pursuant to the Agreement listed on Exhibit 1 hereto.
Dated: February 12, 2016.
| ORA INVESTMENT PTE. LTD. | |
/s/ Ashok Samuel | |
Signature Name: Ashok SamuelTitle: Director | |
| GIC SPECIAL INVESTMENTS PTE. LTD. | |
/s/ Tay Lim Hock | |
Signature Name: Tay Lim HockTitle: Director | |
| GIC PRIVATE LIMITED | |
/s/ Jimmy Teo Poh Leong | |
Signature Name: Jimmy Teo Poh LeongTitle: Senior Vice President | |
/s/ Lim Eng Kok | |
Signature Name: Lim Eng KokTitle: Senior Vice President |
Exhibit 1
JOINT FILING AGREEMENT
In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934 and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13G to which this joint filing agreement is attached, and have duly executed this joint filing agreement as of the date set forth below.
This agreement may be executed in any number of counterparts, each of which shall be deemed an original.
EXECUTED this 12th day of February 2016.
| ORA INVESTMENT PTE. LTD. | |
/s/ Ashok Samuel | |
Signature Name: Ashok SamuelTitle: Director | |
| GIC SPECIAL INVESTMENTS PTE. LTD. | |
/s/ Tay Lim Hock | |
Signature Name: Tay Lim HockTitle: Director |
| GIC PRIVATE LIMITED | |
/s/ Jimmy Teo Poh Leong | |
Signature Name: Jimmy Teo Poh LeongTitle: Senior Vice President | |
/s/ Lim Eng Kok | |
Signature Name: Lim Eng KokTitle: Senior Vice President |